REVISED BY-LAWS OF ELECTRONICS, MISSILES 
                   AND COMMUNICATIONS,  INC. 
                    
              ADOPTED ON NOVEMBER 24, 1986 
                      ARTICLE I - OFFICES

     Section 1.1 Registered Office. The registered office of the corporation
shall be located within the State of Delaware, and unless removed to a
different location within the State of Delaware by appropriate action of the
Board of Directors as it may determine appropriate from time to time, the
registered office shall be in the City of Wilmington, County of New Castle,
State of Delaware.
     Section 1.2 Other Offices. The corporation may also have offices at such
other places within and without the State of Delaware as the Board of
Directors may, from time to time, determine or the business of the corporation
may require.
             ARTICLE II - MEETINGS OF STOCKHOLDERS
     Section 2.1 Place of Stockholders' Meetings. Meetings of stockholders of
the corporation shall be held at such place either within or without the State
of Delaware as may from time to time be designated by the Board of Directors
and dated in the Notice of Meeting.
     Section 2.2 Annual Meeting. Commencing in 1986, an annual meeting of
stockholders shall be held on any civil day no later than in the month of
September, as determined by the Board of Directors, at which meeting there
shall be an election of the Board of Directors. The stockholders may transact
such other business as may properly be brought before the Annual Meeting.
     Section 2.3 Special Meeting of Stockholders.
     (a) Special meetings of stockholders, for any proper purpose or purposes,
unless otherwise prescribed by lay, the certificate of incorporation, as
amended,
or the by-laws, may be called by the Chief Executive Officer of the
corporation
and shall be called by the Chief Executive Officer or Secretary of the
corporation at the request in writing of a majority of the Board of Directors
or
upon the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such written request shall state the purpose or purposes of the proposed
meeting.
     (b) Upon receipt of an appropriate written request by the Chief Executive
Officer or Secretary of the corporation from any person or persons entitled to
call a special meeting, it shall be the duty of the Secretary to fix the date
of such meeting to be held at such time, being not less than ten (10) days nor
more than sixty (60) days after the receipt of such request, as the Secretary 
may determine, and to give due notice thereof. If the Secretary shall neglect 
or refuse to fix a date for such meeting and gives notice thereof within ten 
(10) days after receipt of such request, the person or persons calling the 
meeting may do so.
     (c) Business transacted at any special meeting of stockholders shall be
limited to the purposes set forth in the Notice of such meeting.
     Section 2 4 Notice of Shareholders' Meeting. Written notice stating the
date, place and hour and, if required by law or these by-laws, the purpose of
any meeting the stockholders, shall be given to each stockholder of record
entitled to vote at the meeting at least ten (10) days prior to the date 
designated for the meeting, unless otherwise required by law. Such notices may
be given at the discretion of, or in the name of, the Board of Directors,
President, Vice-President, Secretary or Assistant Secretary. When a meeting 
is adjourned, it shall not be necessary to give any notice of the adjourned 
meeting or of the 

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business to be transacted at the adjourned meeting, other than by announcement
at the meeting at which such adjournment is taken.
     Section 2.5 Quorum for Action by Stockholders. 
     (a) Unless otherwise provided by law, in the Articles of Incorporation,
as
amended, or in these by-laws, the presence, in person or by proxy, of the
holders
of a majority of the issued and outstanding shares of stock entitled to vote
at
such meeting shall constitute a quorum for the purpose of transacting such
business as may properly come before the meeting. The stockholders present at
a
duly organized meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders resulting in less than a
quorum being present.
     (b) If a stockholders meeting cannot be organized because a quorum has
not
attended, in person or by proxy, those present may, except as otherwise
provided
by law, adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present, in person or by
proxy. At such adjourned meeting at which a quorum shall be present, any
business
may be transacted which might have been transacted at the meeting as
originally
notified.
     Section 2.6  Action by Stockholders. Unless otherwise required by law,
the
Articles of Incorporation, as amended, or in these by-laws, when a quorum is
present at a Stockholders' Meeting, the vote of a majority of the stock
present,
in person or by proxy, entitled to vote at the meeting shall constitute the
acts
of the stockholders. If the matter considered at the meeting requires the vote
of a different percentage of the stock present by virtue of applicable law,
the
Articles of Incorporation, as amended, or these by-laws, such different
percentage shall govern and control the vote in order for a decision to
constitute action by stockholders.
     Section 2.7 Voting.
     (a) Each stockholder shall at every meeting of the stockholders be
entitled
to one vote, in person or by proxy, for each share of the common stock having
voting power held by such stockholder, but no proxy shall be voted on after
three
years from its date, unless the proxy provides for a longer period, and,
except
where the transfer books of the corporation have been closed or a date has
been
fixed as a record date for the determination of its stockholders entitled to
vote, no share of stock shall be voted on at any election for Directors which
has
been transferred on the books of the corporation within twenty days next
proceeding such election of Directors.
     (b) The Board of Directors shall fix, in advance, a record date, which
shall not be more than sixty nor less than ten days before the date of a
Stockholders Meeting, for the purpose of determining the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in writing without a
meeting,
or entitled to receive payment of any dividend or other distribution or
allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action
of
the corporation.
     Section 2.8 Action by Unanimous Consent of Stockholders. Whenever the
vote
of stockholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action by any provisions of the law or the
Articles
of Incorporation, as amended, the meeting and vote of stockholders may be 



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dispensed with, if all of the stockholders who would have been entitled to
vote
upon action if such meeting were held, shall consent in writing to such
corporate
action being taken.
     Section 2.9 Action by Less Than Unanimous Consent of Stockholders.
     (a) Unless otherwise provided in the Articles of Incorporation, any
action
required to be taken by stockholders of any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any
annual
or special meeting of such shareholders, may be taken without a meeting,
without
prior notice and without a vote, if a consent in writing, setting for the
action
so taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.
     (b) Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have
not consented in writing.
     Section 2.10 Chairperson of Stockholder's Meetings. The Board of
Directors
shall designate such person as the Board deems appropriate to chair respective
stockholder meetings. In the absence of such designation, the corporation's
Chief
Executive Officer shall chair, or designate the person to chair, the
respective
stockholder meetings. 
     Section 2.11 Secretary for Stockholder's Meetings. The Secretary or
Assistant Secretary of the corporation shall act as Secretary of all meetings
of
Stockholders; and, in the absence of either such officer, the Chairperson may
appoint any legally competent person to act as Secretary of the meeting.
                ARTICLE III - BOARD OF DIRECTORS
     Section 3.1 Number. The Board of Directors shall consist of not less than
three nor more than ten members. Within the limits specified in this section,
the
number of Directors shall be determined by resolution of the Board of
Directors
or by the stockholders at the Annual Meeting. Once elected, Directors shall
serve
until the next Annual Meeting of the Stockholders and until their successors
are
duly elected and qualified or until their earlier resignation or removal.
     Section 3.2 Election. Members of the Board of Directors shall be elected
at the Annual Meeting of the Stockholders, except as provided in Section 3.3
of
this Article. Members of the Board of Directors need not be stockholders in
the
corporation.
     Section 3.3 Vacancies. In the event any vacancies shall occur in the
Board
of Directors, by reason of death, resignation, or increase in the number of
Directors or otherwise, it may be filled by a majority of the remaining
Directors, though less than a quorum, for the balance of the term except that,
in the case of an increase in the number of Directors, such vacancy may be
filled
only until the next Annual Meeting of Stockholders, at which time the vacancy
shall be filled by vote of the stockholders.
     Section 3.4 Quorum. A majority of the Directors in~office shall be
necessary to constitute a quorum for the transaction of business, and the acts
of a majority of the Directors present at a meeting at which a quorum is
present
shall be considered as the acts of the Board of Directors. If there is no
quorum
present at a duly convened meeting of the Board of Directors, the majority of
those present may adjourn the meeting from time to time and place to place,
until
a quorum shall be present, whereupon the meeting may be held, as adjourned,

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without further notice. At any meeting at which every Director shall be
present,
even though without any notice, any business of the corporation may be
transacted.
     Section 3.5 Place of Meeting. Meetings of the Board of Directors of the
corporation, both regular and special, may be held either within or without
the
State of Delaware as a majority of the Directors may from time to time appoint
or as may be designated in the notice calling the meeting.
     Section 3.6 First Meeting. 
     (a) The first meeting of each newly elected Board of Directors shall be
held annually, immediately following the Annual Meeting of the Stockholders at
the place where such meeting of the stockholders is held or at such other
place,
date and hour as a majority of the newly elected Directors may designate. No
notice of such meeting shall be necessary to the newly elected Directors in
order
to legally constitute the meeting, provided a quorum shall be present. At such
meeting the Board of Directors shall elect officers of the corporation.
     (b) In addition to such regular meeting at the conclusion of the Annual
Meeting of Shareholders, the Board of Directors shall have the power to fix by
resolution the place, date and hour of other regular meetings of the Board.
Such
regular meetings of the Board of Directors may be held without notice at such
time and at such place as shall from time to time be determined by the Board.
     Section 3.7 Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the Chief Executive Officer of the
corporation,
by a majority of the executive committee, if any or by written request of two
Directors in office. Notice of special meetings of the Board of Directors
shall
be given to each Director, either personally, by direct telephone contact, by
mail, or by telegram. Such notice shall designate the place, date and hour of
the
special meeting as determined by a majority of the Directors in office, or in
lieu of such a decision, by the Chief Executive Officer of the corporation.
     Section 3.8 Notices of Meetings of Board of Directors.
     (a) Regular Meetings: No notice shall be required to be given of any
regular meeting of the Board of Directors, if a schedule of regular meetings
is
adopted at the Annual Reorganization Meeting, unless the same is held at other
than the time or place for holding such meetings and fixed in accordance with
Section 3.5 of these by-laws, in which event at least five (5) days written
notice shall be given to each Director in advance of the time and place of
such
meeting.
     (b) Special Meetings: Written notice stating the date, place and hour of
any special meeting of the Board of Directors shall be given at least one (1)
day
prior to the date named for such special meeting.
     Section 3.9 Participation in Meetings by Conference  Telephone. Any
member
of the Board of Directors, including the entire Board of Directors, may
participate in any meeting of the Board of Directors or any committee of the
Board of Directors (provided such Director is otherwise entitled to
participate),
be counted for the purposes of determining a quorum thereof and exercise all
rights and privileges to which the Director might be entitled were such
Director
personally in attendance, including the right to vote, by means of conference
telephone or other similar communications equipment by means of which all
persons
at the meeting can hear each other.


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     Section 3.10 Informal Action By Board of Directors. Any action which may
be taken at a meeting of the Directors, or of the members of any committee of
the
Board of Directors, may be taken without a meeting if a consent or consents in
writing, setting forth the action so taken, shall be signed by all of the
Directors, or the members of the committee, as the case may be, and shall be
filed with the Secretary of the corporation. Such action shall be deemed filed
with the Secretary regardless of whether the Secretary or some other
authorized
person has actual possession of the minute book. Written consents by all of
the
Directors executed pursuant to this Section 3.10 may be executed in any number
of counterparts and shall be deemed effective as of the date set forth
therein.
     Section 3.11 Powers of the Board of Directors.
     (a) General Powers. The Board of Directors shall have all of the power
and
authority granted by law to the Board, including all power necessary or
appropriate to the management of the business and affairs of the corporation.
     (b) Specified Powers. Without limiting the general powers conferred by
the
last preceding subsection and the powers conferred by the Articles of
Incorporation and these by-laws of the Corporation, it is hereby expressly
declared that the Board of Directors shall have the following powers:
               (i) To confer upon any officer or officers of the corporation
     the power to choose, remove or suspend assistant officers, agent, or
     servants.
               (ii) To appoint any person, firm or corporation to accept and
     hold in trust for the corporation any property belonging to the
     corporation or in which it is interested, and to authorize any such
     person, firm or corporation to execute any documents and to perform
any duties that may be requisite in relation to such trust.
               (iii) To appoint a person or persons to vote shares of another
     corporation held and owned by the corporation.
               (iv) By resolution adopted by a majority of the entire Board
     of Directors, to designate one or more committees, each committee to
     consist of two or more Directors of the corporation. To the extent
     provided in any such resolution, and to the extent permitted by law,
     a committee so designated shall have and may exercise the authority
     of the Board of Directors in the management of the business and
     affairs of the corporation. The Board of Directors may designate one
     or more Directors as alternate members of any committee, who may
     replace any absent or disqualified member at any meeting of the
     committee. If it is specifically granted this power by the Board in
     its resolution establishing the committee, in the absence or
     disqualification of any member and all designated alternates of such
     committee or committees or if the entire Board of Directors has
     failed thereof to present or provide alternate members, the member
     or members thereof present at any meeting and not disqualified from
     voting, whether or not he or they constitute a quorum, may
     unanimously appoint another Director to act at the meeting in the
     place of any such absent or disqualified member.
               (v) To fix the place, date, time and purpose of meetings of
     stockholders.
               (vi) To fix compensation of Directors and officers for
     services rendered.

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     Section 3.12 Conduct of Meetings of Board of Directors. Meetings of the
Board of Directors shall be conducted by the Chairperson of the Board, the
President of the corporation, or by an officer of the corporation designated
by
the Board of Directors.
     Section 3.13 Manifestation of Dissent. A Director of the corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken
unless the Director's dissent shall be entered in the minutes of the meeting
or
unless the Director shall file a written dissent to such action with the
person
acting as the Secretary of the meeting before adjournment thereof, or shall
forward such dissent by registered or certified mail to the Secretary of the
corporation immediately after adjournment of the meeting. Such right of
dissent
shall not be afforded to a Director who voted in favor of such action.
     Section 3.14 Compensation. The Directors shall receive such compensation
for their services as Directors and as members of any committee appointed by
the
Board as may be prescribed by the Board of Directors and shall be reimbursed
by
the corporation for ordinary and reasonable expenses incurred in the
performance
of their duties. Payment of compensation for services as a Director shall not
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefore.
       ARTICLE IV - COMMITTEES OF THE BOARD OF DIRECTORS
     Section 4.1 Authority. The Board of Directors may, by resolution passed
by
a majority of the entire Board, designate one or more committees, each
committee
to consist of two or more of the Directors of the corporation, which, to the
extent provided in the authorizing resolution, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the corporation and may authorize the seal of the corporation to be affixed
to all papers which may require it.
     Section 4.2 Minutes of Meetings. Each committee shall keep minutes of its
meetings and report the same to the Board of Directors when required.
     Section 4.3 Executive Committee. The Board of Directors may appoint from
among its members an executive committee of not less than two members, which
committee shall designate one of its members as Chairperson. The Board of
Directors reserves to itself alone the power to declare dividends, issue
stock,
recommend to stockholders any action requiring their approval, change the
membership of any committee at any time, fill vacancies therein, and discharge
any committee either with or without cause at any time. Subject to the
foregoing
limitations, the executive committee shall possess and exercise all other
powers
of the Board of Directors during intervals between meetings.
     Section 4.4 Finance Committee. The Board of Directors may appoint a
Finance
Committee of three or more Directors, and shall designate one Director as
Chairperson of the Committee. The Committee shall have the power to fix from
time
to time the compensation of all principal officers of the corporation and so
otherwise exercise all powers which may be specifically delegated to it by the
Board of Directors and act upon such matters as may be referred to it from
time
to time for study and recommendation by the Board of Directors. The finance
committee shall also serve as the audit committee to review the audited
financial
statements submitted by the corporation's certified public accountant, as well
as the periodic reports filed by the corporation with regulatory authorities.
     Section 4.5 Nominating Committee. The Board of Directors may appoint from 

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among its members at least two Directors for the purpose of making
recommendations to the Board of Directors for nomination of individuals to
serve
on the Board of Directors of the corporation.
     Section 4.6 Other Committees. The Board of Directors may also appoint
from
among its own members such other committees as the Board may determine which
shall in each case consist of not less than two Directors, and which shall
have
such powers and duties as shall from time to time be prescribed in resolutions
by the Board of Directors. The Chief Executive Officer shall be a member ex
officio of each such committee appointed by the Board of Directors.
                      ARTICLE V - OFFICERS
     Section 5.1 Election and Office. The officers of the corporation shall be
elected by the Board of Directors and shall be those officers with such titles
and duties as shall be stated, from time to time, by the Board of Directors in
a resolution. Two or more offices may be held by the same person, expect that
where the offices of President and Secretary are held by the same person, such
person shall not hold any other office.
     Section 5.2 Term. The Board of Directors at its first regular meeting
after
each Annual Meeting of Stockholders may elect such officers with such titles
and
duties as shall be stated, from time to time, by the Board of Directors in a
resolution, including, but not limited to a Chief Executive Officer, a
President,
one or more Vice-Presidents, a Secretary, a Treasurer, and such assistant
officers as the Board may determine necessary, none of whom need to be a
member
of the Board of Directors. Each such officer shall serve at; the pleasure of
the
Board of Directors until the Annual Meeting of the Board of Directors
following
the next annual meeting of stockholders when their successors are chosen and
qualified, unless sooner removed from office by an affirmative vote of the
Board
of Directors during their respective tenures.

     Section 5.3 Compensation. Compensation for all officers of the
corporation
shall be fixed by the Board of Directors.
     Section 5.4 Duties of President or Alternatively Chief Executive Officer.
     (a) Subject to the provisions of 2.10 the President or such other officer
as may be designated from time to time by a Resolution of the Board of
Directors
shall be the Chief Executive Officer of the corporation, shall preside at all
meetings of the stockholders and of the Board of Directors, shall have general
and active management authority over the business of the corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.
     (b) The President or such other officer as may be designated from time to
time by a Resolution of the Board of Directors, shall execute Bonds,
Mortgages,
and other contracts requiring a seal, under the seal of the Corporation,
except
where required or permitted by law to be otherwise signed and executed and
except
where the signing and execution thereof shall be expressly delegated by the
Board
of Directors to some other officer or agent of the corporation.
     (c) Unless otherwise determined by the Board of Directors, the President
or Chief Executive Officer shall have full power and authority on behalf of
the
corporation to attend and act and to vote at any meeting of the stockholders
of
any corporation in which the corporation may hold stock, and, at any such
meeting, shall possess and may exercise any and all rights and powers incident
to the ownership of such stock and which, as the owner thereof, the
corporation

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may have possessed and exercised.
     Section 5.5 Duties of Vice-President. The Vice-President, or if there
shall
be more than one, Vice-Presidents, in the order determined by the Board of
Directors shall, in the absence or disability of the President or a Chief
Executive Officer, perform the duties and exercise the powers of the President
or Chief Executive Officer and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe. The
Vice-
President shall have such additional powers and perform such duties as may be
assigned to them by the Board of Directors or the President or Chief Executive
Officer. A Vice-President may sign and execute contracts and other obligations
pertaining to the regular course of the Vice-President's duties.
     Section 5.6 Duties of Secretary and Assistant Secretary.
     (a) The Secretary shall attend all meetings of the Board of Directors and
all meetings of the stockholders and record all the proceedings of the
meetings
of the corporation and of the Board of Directors and a book to be kept for
that
purpose and shall perform similar duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all
meetings
of stockholders and special meetings of the Board of Directors, and shall
perform
such other duties as may be prescribed by the Board of Directors, President or
Chief Executive Officer, under whose supervision the Secretary shall serve.
The
Secretary shall keep in safe custody both the shareholder records and the seal
of the corporation and, when authorized by the Board of Directors, affix the
same
to any instrument requiring it and, when so affixed, it shall be attested by
the
Secretary's signature or by the signature of an assistant Secretary.
     (b) The assistant Secretary, or if there is more than one, assistant
Secretaries in the order determined by the Board of Directors, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such
other
powers as the Board of Directors may, from | time to time, prescribe.
     Section 5.7 Duties of Treasurer and Assistant Treasurer. 
     (a) Except where otherwise designated by the Board of Directors, from
time
to time, the Treasurer shall, subject to the direction of a designated Vice-
President, have general custody of all the funds and securities of the Company
and have general supervisions of the collection and disbursement of funds of
the
Company. He may sign, with the President, or such other person or persons as
may
be designated for the purpose by the Board of Director, all bills of exchange
or
promissory notes of the Company. He shall enter or cause to be entered
regularly
in the books of the Company full and accurate account of all monies received
and
paid by him on account of the Company; shall at all reasonable times exhibit
his
books and accounts to any Director of the Company upon application of the
office
of the Company during business hours; and whenever required by the Board of
Directors or the President, shall render a statement of his accounts. He shall
perform such other duties as may be prescribed from time to time by the Board
of
Directors or the By-Laws; he shall give bond to the faithful performance of
his
duties in such sum and with such surety as shall be approved by the Board of
Directors.
     (b) The Treasurer shall have charge of all the funds and securities of
the
corporation which may come into the possession of the corporation. When
necessary
or proper, unless otherwise determined by the Board of Directors, the
Treasurer
shall endorse for collection on behalf of the corporation checks, notes, and 

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other obligations, and shall deposit the same to the credit of the corporation
in such banks or depositories as the Board of Directors may designate and
shall
file all receipts and vouchers for payments made to the corporation. The
Treasurer shall sign all checks made by the corporation, except when the Board
of Directors shall otherwise direct. The Treasurer shall be responsible for
the
regular entry and books of the corporation to be kept for such purpose, and
the
full and accurate account of all funds and securities received and paid by an
account of the corporation. Whenever required by the Board of Directors, the
Treasurer shall render a statement of the financial condition of the
corporation.
The Treasurer shall have such other powers and shall perform such~other duties
as the Treasurer may be assigned from time to time by the Board of Directors.
The
Treasurer shall give such bond, if any, for the faithful performance of the
duties set forth herein as shall be required by the Board of Directors and any
such bond shall remain in the custody of the President or Chief Executive
Officer.
     (c) The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
     Section 5.8 Powers and Duties of Vice-President and Assistant Officers.
To
the extent not explicitly set forth above and in the absence of a President,
each
Vice-President and each Assistant Officer shall have the powers and perform
the
duties of the respective superior officers. Vice-President and Assistant
Officers
shall have such rank as may be designated by the Board of Directors. Vice-
Presidents may be designated by the Board of Directors. Vice-Presidents may be
designated as having responsibility for a specific area of the corporation's
affairs, in which event such Vice-President shall be superior to other Vice-
Presidents in relation to matters within his area. The President or Chief
Executive Officer shall be the superior officer to the Vice-President or Vice-
Presidents. The Treasurer and Secretary shall be superior officers to the
Assistant Treasurers and the Assistant Secretaries, respectively. 
     Section 5.9 Delegation of Office. The Board of Directors may delegate the
powers or duties of any officer of the corporation to any other person from
time
to time.
     Section 5.10 Vacancies. The Board of Directors shall have the power to
fill
any vacancies in any office occurring for whatever reason. 
                   ARTICLE VI - COMMON STOCK
     Section 6.1 Stock Certificates. Every holder of stock in the corporation
shall be entitled to have a certificate which shall be such form as the Board
of
Directors may from time to time prescribe, signed by, or in the name of the
corporation by, the President or Chief Executive Officer or a Vice-President,
and
the Treasurer or Assistant Treasurer, or the Secretary or Assistant Secretary
of
the corporation, certifying the number of shares owned by such holder in the
corporation.
     Section 6.2 Transfer Agent. The Board of Directors shall have power to
appoint one or more Transfer Agents and registers for the transfer and
registration of certificates of stock, and may require that 
stock certificates shall be countersigned and registered by one or more of
such
Transfer Agents and Registrars. Where a certificate is signed (1) by a
Transfer 

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Agent or an Assistant Transfer Agent, or (2) by a Transfer Clerk acting on
behalf
of the corporation and a Registrar, the signature of any such President, Chief
Executive Officer, Vice-President, Treasurer, Assistant Treasurer, Secretary
or
Assistant Secretary may be a facsimile. In case any officer or officers who
have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have
been
used thereon have not ceased to be such officer or officers of the
corporation.
     Section 6.3 Lost Certificates. The Board of Directors may direct a new
certificate or certificates be issued in place of any certificate or
certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an Affidavit of that fact by the person claiming the
Certificate of Stock to be lost or destroyed. When authorizing such issue of a
new Certificate or Certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance, require the owner of such lost
or
destroyed Certificate or Certificates, or the owner's legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the Certificate
alleged
to be lost or destroyed.
     Section 6.4 Transfer of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate of shares duly endorsed,
with
a duly executed Stock Power attached, or otherwise accompanied by proper
evidence
of succession, assignment or authority to transfer, it shall be the duty of
the
corporation 'to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.
     Section 6.5 Closing of Transfer Books. The Board of Directors may close
the
stock transfer books of the corporation for a period not exceeding sixty days
preceding the date of any meeting of stockholders or the date for payment of
any
dividends or the date for the allotment of rights or the date when any change
or
conversion or exchange of capital stock shall go into effect or for a period
not
exceeding sixty days in connection with obtaining the consent of stockholders
for
any purpose. In lieu of closing the stock transfer books as aforesaid, the
Board
of Directors may fix in advance, a day not exceeding sixty days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividends, or the date for the allotment of any rights or the date when any
change or conversion or exchange of common stock shall go into effect, or a
date
in connection with obtaining such an expense, as a record date for the
determination of stockholders entitled to notice of, and to vote at, any such
meetings, and any adjournment thereof, or entitlement to receive payment of
such
dividends, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to
give
such consent, and in such case such stockholders, and only such stockholders,
as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividends, or to receive such allotment of rights, or
to 

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exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation
after
such record date fixed as aforesaid.
     Section 6.6 Holders of Record. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for
calls and assessments a person registered on its books as the owner of shares,
and shall not be bound to recognize any equitable or other claim to or
interest
in such share or shares on the part of any other person, whether or not it
shall
have express or other notice thereof, except as otherwise provided by the laws
of the State of Delaware.
                     ARTICLE VII - DIVIDENDS
     Section 7.1 Declared by Board of Directors. Dividends upon the common
stock
of the corporation, subject to the provisions of the Articles of
Incorporation,
if any, may be declared by the Board of Directors at a regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the common stock, subject to the provisions of the certificate of
incorporation.
     Section 7.2 Reserves. Before making any dividend, there may be set aside
out of the funds of the corporation available for dividends such sum or sums
as
the Directors from time to time, in their sole and absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equal dividends,
or for repairing or maintaining any property of the corporation, or for such
other purpose as the Directors shall think conducive to the interests of the
corporation, and the Directors may modify or abolish any such reserve in the
matter in which it was created.
                  ARTICLE VIII - MISCELLANEOUS
     Section 8.1 Annual Statement. The Board of Directors shall present at
each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the corporation as prepared by its certified public accountant.
     Section 8.2 Fiscal Year. The fiscal year of the corporation shall be
fixed
by resolution of the Board of Directors.
     Section 8.3 Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer of officers or such other person
or
persons as the Board of Directors may from time to time designate.
     Section 8.4 Seal. The corporate seal shall have inscribed thereon the
name
of the corporation, the year it was organized and words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
     Section 8.5 Waiver of Notice. Any notice required to be given under the
provisions of these by-laws or otherwise may be waived by the stockholder,
Director or Officer to whom such notice is required to be given.
ARTICLE IX - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
     Section 9.1 Indemnification.
     (a) The corporation shall indemnify Directors or Officers of the
corporation against expenses (including legal expenses), Judgments, fines and
amounts paid in settlement, actually and reasonably incurred by such person,
to
the fullest extent now or hereafter permitted by law in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,

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criminal, administrative or investigative, brought or threatened to be brought
against such person, including actions or suits by or in the right of the
corporation, by reason of the fact that such person is or was a Director or
Officer of the corporation, its parent or any of its subsidiaries, or acted as
a Director or Officer or in any other capacity on behalf of the corporation,
its
parent or any of its subsidiaries, or is or was serving at the request of the
corporation as a Director, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
     (b) The Board of Directors may, by resolution, similarly indemnify any
person other than a Director or Officer of the corporation to the fullest
extent
now or hereafter permitted by law for liabilities incurred by such person in
connection with services rendered for or at the request of the corporation,
its
parent or any of its subsidiaries.
     (c) The provisions of this Section shall be applicable to all actions,
suits or proceedings commenced after its adoption, whether such arise out of
acts
or omissions which occurred as to a person who has ceased to be Director or
Officer or to render services for or at the request of the corporation and
shall
inure to the benefit of the heirs, executors and administrators of such
person.
The rights of indemnification provided for herein shall not be deemed to be
the
exclusive rights to which any Director, Officer, employee or other agent of
the
corporation may be entitled.
     Section 9.2 Advances. The corporation may pay the expenses incurred by
any
person entitled to be indemnified by the corporation in defending a civil or
criminal action, suit or proceeding in advance of the final disposition of
such
action, suit or proceeding upon receipt and undertaking by or on behalf of
such
person, to repay such amount unless it shall ultimately be determined that
such
person is entitled to be indemnified by the corporation as authorized by law.
     Section 9.3 Insurance. The corporation may purchase and maintain
insurance
on behalf of any person who is or was a Director, Officer, employee or agent
of
the corporation or who is or was serving in any capacity in any other
corporation
or organization at the request of the corporation against any liability
asserted
against such person or incurred by such person in any such capacity or arising
out of such person's status as such, whether or not the corporation would have
the power to indemnify such person against such liability under law. 
                     ARTICLE X - AMENDMENTS
     Section 10.1. The Board of Directors shall have the power to add any
provision to or to alter or repeal any provision of these by-laws by a vote of
a majority of all of the Directors at a regular or special meeting of the
Board
provided that a statement of the proposed action shall have been included in
the
notice or waiver of notice of such meeting of the Board of Directors. The
power
of the Board of Directors to alter, amend and repeal these by-laws shall be
subject always to the power of the stockholders to further alter, amend or
repeal
these by-laws.
     Section 10.2 Stockholders. The stockholders may alter, amend, and repeal
any provision of the by-laws by a vote of a majority of the stockholders at
any
meeting, provided that a statement of the proposed action shall have been
included in the notice or waiver of notice of such meeting of stockholders.
     Section 10.3 Notice of Meeting. No change of the time or place of the
meeting for a vote on a proposal to alter, amend, or repeal these by-laws
shall
be made within sixty days before the date on which such meeting is to be held,

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 and in the case of any change of such time or place, notice thereof shall be
given to each stockholder in person or by letter mailed to the stockholder's
last
known post office address at least twenty days before the meeting is held.